Srinivasan, J.

The facts which are not in dispute can be briefly stated as follows :- The Buckingham and Carnatic Mills is more than a century old and it has been working at Perambur in the city of Madras for the last 119 years. Till recently, it has been one of the biggest textiles mills in the whole of Asia, having an installed spindleage capacity of 88, 208 spindles, of which 79, 072 were utilised. It had an installed loom capacity of 2074 looms out of which 1816 looms were utilised. It has a "Dye House" or the "Processing House" and a Central Power Station. It forms part of a Company by name Binny Limited, incorporated under the Companies Act in 1969 by amalgamation of Binny Group of Companies comprising Buckingham and Carnatic Co. Ltd., Bangalore Woollen, Cotton and Silk Mills Company (BWM), Binny & Co. Ltd., and Binny Engineering Works Limited together with two associate companies viz., Madura Company Private Limited and the Ganges Transport and Trading Co. Ltd. Their activities are broadly organised under four divisions viz., the Textile Division comprising B & C Mills at Madras and BW Mills (BWM) at Bangalore and a silk mill at Bangalore, the Engineering Division at Madras mainly engaged in manufacture of sugar mill and rice mill machinery and heavy structures, the Service Division, which is an amalgam of the erstwhile Madura Co. Pvt. Ltd. and Binny & Co. Ltd. dealing with procurement and marketing of engineering and textile products, shipping, clearing/forwarding agents and the Real Estate Division at Madras engaged in development of real estate properties owned by the Company. The Management filed in December, 1990 an application under Section 25-O of the Industrial Disputes Act, hereinafter referred to as 'the I.D. Act', seeking permission of the competent authority to close down the Mills. The reasons stated by the Management were low productivity, excessive work force and non-co-operation of workers. A reference was also made to a scheme furnished by the Industrial Development Bank of India, hereinafter referred to as 'the IDBI', for rehabilitation, which suggested shifting of process house to Bhuvanagiri in South Arcot District. The application was opposed by the Madras Labour Union, the petitioner herein. After hearing the parties, the Commissioner of Labour, who was the Authority under Section 25-O of the I.D. Act, passed an order on February 8, 1991 finding that the reasons adduced by the management were genuine and adequate, but holding that there was no justification for imminent closure. The Labour Commissioner observed that it was not beyond the control of the Management to convince the workers and enter into an amicable settlement for shifting of the process house to Bhuvanagiri, within a reasonable time-frame and with the whole-hearted support of the workers the process could be carried out.

2. Aggrieved by the said Order, the management filed W.P. No. 5102 of 1991 in this court challenging the correctness of the same. The Mill was also closed with effect from April 1, 1991. On April 23, 1991, this court appointed a former Chief Justice of this court as Commissioner to decide the questions whether for a proper and viable working of the Mills, the proposal to shift the Processing House was justified and any measure to protect the interest of the workmen will be required to be taken by the Management and whether shifting of the Processing House to Bhuvanagiri will cause prejudice to the workmen. The Commission submitted its report stating that in the absence of certain documents called for from the IDBI, which were not placed before it, it was difficult to hold that the shifting of the Process House from Perambur to Bhuvanagiri was the only viable proposal. The Commission, however, expressed that it did not draw any adverse inference and it left the matter to the opinion of the Court as to whether an adverse inference should be drawn by the non-production of the documents by the IDBI. On the seco